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/ China Communications Services Corporation Limited /
Notice of Annual General Meeting
5.
To consider and approve, by way of separate ordinary resolutions, each of the following resolutions in
relation to the re-election of the members of the third session of the supervisory committee of the Company
(supervisors who represent the shareholders):
5.1
THAT
the re-election of Xia Jianghua as a supervisor of the Company be and is hereby considered and
approved, with effect from date of this resolution for a term of three years until the annual general
meeting of the Company for the year 2014 to be held in 2015.
5.2
THAT
the re-election of Hai Liancheng as a supervisor of the Company be and is hereby considered
and approved, with effect from date of this resolution for a term of three years until the annual general
meeting of the Company for the year 2014 to be held in 2015.
5.3
THAT
any director of the Company be and is hereby authorized to sign on behalf of the Company
the supervisor’s service contract with each supervisor, and
THAT
the supervisory committee of the
Company be and is hereby authorized to determine the supervisor’s remuneration.
and to consider and approve other businesses (if any).
And as special businesses, to consider and, if thought fit, pass the following special resolutions:
Special Resolutions
6.
THAT
:
(a)
subject to paragraph (c) below, the exercise by the Board during the Relevant Period (as hereinafter
defined) of all the powers of the Company to allot, issue and deal with additional shares of the
Company and to make or grant offers, agreements and options which might require the exercise of
such powers be hereby generally and unconditionally approved;
(b)
the approval in paragraph (a) shall authorize the Board during the Relevant Period to make or grant
offers, agreements and options which might require the exercise of such powers after the end of the
Relevant Period;
(c)
the amount of additional domestic shares or overseas-listed foreign invested shares (“H shares”)
(as the case may be) allotted, issued and dealt with or agreed conditionally or unconditionally to be
allotted, issued and dealt with either separately or concurrently by the Board pursuant to the approval
in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) any scrip
dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of
a dividend on shares in accordance with the articles of association of the Company shall not exceed
20% of each of the Company’s existing domestic shares and H shares (as the case may be) in issue at
the date of passing this special resolution; and
(d)
for the purpose of this special resolution 6:
“Relevant Period” means the period from the passing of special resolution 6 until the earliest of:
(i)
the conclusion of the next annual general meeting of the Company;
(ii)
the expiration of the 12 months period following the passing of these special resolutions; and
(iii)
the revocation or variation of the authority given to the Board under these special resolutions by
a special resolution of the Company’s shareholders by way of a general meeting.